Prokofiev began his work on the concerto as early as 1913 when he wrote a theme with variations which he then set aside. Although he revisited the sketches in 1916–17, he did not fully devote himself to the project until 1921 when he was spending the summer in Brittany.

The concerto consists of three movements of roughly equal length which last just under 30 minutes in total.

Andante – Allegro

Tema con variazioni (in E minor)

Allegro, ma non troppo

Of the five piano concertos written by Prokofiev, the third piano concerto has garnered the greatest popularity and critical acclaim.[citation needed] The concerto radiates a crisp vitality that testifies to Prokofiev's inventive prowess in punctuating lyrical passages with witty dissonances, while maintaining a balanced partnership between the soloist and orchestra. Unlike the examples of piano concertos set by many of Prokofiev's Romantic forebears, the orchestra rises above subsidiary accompaniment to play a very active part in this work.

The first movement opens with an andante clarinet solo, a long, lyrical melody that the whole orchestra eventually picks up and expands. The strings begin the allegro section with a scalar passage which seems to accelerate towards an upwards glissando climax, at which point the allegro entry of the solo piano unexpectedly breaks the lyrical mood in an exuberant, harmonically fluid burst of brilliance and rhythm, utilizing fragments of the first theme. Piano and orchestra continue in dialogue until the piano introduces the harmonic structure for the second theme with a loud, unexpected march-like climax.

The second theme, considerably more dissonant and ambiguous in tonality, is first taken by the orchestra, then expanded upon by the soloist. This leads into what is perhaps the most recognizable pianistic feat of the first movement: several lines of octaves interspersed with close tones either above or below (in a triplet rhythm), moving up and down the keyboard with the hands usually on top of one another. This is followed by a restatement of the opening clarinet theme, played loudly in the full orchestra, which transitions to a haunting variation of the theme by the solo piano. A quick, scalar passage from the movement's beginning is now taken up by the piano, in what is arguably the most difficult passage in the first movement for its challenges of fingering and phrasing.

This leads into an exact recapitulation of the piano's entrance, which now leads into a brilliant coda involving various figurations of the octave-triplet idea, as well as runs on the piano consisting entirely of ascending parallel triads and glissandi. The second theme is restated in the high register of the piano, first as blocked chords, then as frenetic sixteenth-note arpeggios. Several non-melodic scales allow the music to wind down to a quiet throb in the orchestra on a dissonant chord, C-A♭-D. The orchestra then resumes the pulsating low Cs; the piano makes a shortened restatement of the scalar passage that led to the recapitulation, which is now used to end the movement, with a dissonant harmony followed sarcastically by barely tonal open C octaves.

The middle movement (in E minor) is a theme and five variations and is a dazzling example of Prokofiev expressing his slightly sarcastic wit in musical terms.

The central idea is stated by the orchestra in a hesitant, piquant gavotte.

The first variation is a broad, slow restatement by the piano, beginning with a long trill followed by a glissando-like run up the keyboard, in florid anticipation of the solo clarinet run at the beginning of Gershwin's Rhapsody in Blue written later in 1924.

The second variation is presented by the orchestra at a galloping pace, with the piano providing excitement with long runs up and down the keyboard.

The third variation is a heavily syncopated deconstruction of the main theme with a lumbering jazzy backbeat.

The fourth variation, possibly the most famous, is a haunting, wandering meditation of the main theme, with free dialogue between the piano and orchestra; a recurring motif of cold, ethereal falling thirds from the piano adds to the faintly other-worldly mood set by this section.

The fifth variation is another allegro romp for soloist and orchestra, starting in a sunny major key but modulating into transitional waters as the main theme is fragmented and thrown into double-time pieces, then building and subsiding into the

Coda. The orchestra plays the main theme in its original form, at original speed (one-half that of the preceding variation), with the piano providing double-time obbligato accompaniment.

A short andante ending hinting at an E-major ending gives the piano the last word with a low-octave E-minor chord.

The third movement, which Prokofiev himself called an "argument"[2] between soloist and orchestra, begins with an A-minor statement of the main theme in bassoons and pizzicato strings, interrupted by the piano's assertive entrance with a conflicting theme. Interplay between the piano and orchestra builds up steam, with a brief quickening of tempo (foreshadowing the lengthy Coda) before arriving at a slow, lyrical secondary theme (C♯ major/minor) in woodwinds. The piano offers a rather sarcastic reply, and the slow theme develops, through another Rachmaninoff-esque restatement and another ethereal exploration (the soloist running up and down the keyboard softly over gently dissonant muted woodwinds), into a united climax with piano and strings in unison, then fading into the Coda.

This is the most virtuosic section of the concerto, with an allegro restatement of the main theme, again in bassoons, but in E minor. The piano reframes it initially in D major, then slides into a bitonal obbligato against a G major underpinning in strings. Then the coda explodes into a musical battle between soloist and orchestra, with prominent piano ornamentation over the orchestra (including famously difficult double-note arpeggi, sometimes approximated by pianists with keyboard glissandos using the knuckles), eventually establishing the ending key of C major and finishing in a flourish with a fortissimo C tonicninth chord.

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